REG - Gym Group PLC (The) - Director/PDMR Shareholding

GYMAnnouncement

13/09/2023 14:00

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RNS Number : 3342M  Gym Group PLC (The)  13 September 2023

13 September 2023

 

The Gym Group plc

("the Company")

Notification of transactions by Directors/PDMRs

The Company announces that on 13 September 2023 ("Date of Grant"), awards over
ordinary shares of 0.01p each in the capital of the Company ("Shares") were
made under the terms of The Gym Group plc Performance Share Plan ("PSP") to
the below Executive Director and person discharging managerial responsibility
("PDMR"):

 Name      Executive Director/ PDMR  Award          Number of Shares under award
 Will Orr  Executive Director        PSP Award      717,697

                                     Buy-out Award  246,067

 

The awards made to Will Orr represent a PSP award over shares worth 175% of
his salary ("PSP Award") and a buy-out of awards from a previous employer that
were forfeited on his joining the Company ("Buy-out Award") (collectively the
"Awards").

 

The number of shares of the Awards were calculated on the basis of a share
price of 103.63 pence, being the Company's three-month average share price
prior to the Date of Grant. The Awards represent 0.01p par value options
which, to the extent that the Awards vest, provide for Shares to be delivered
to the individuals for 0.01p consideration per Share.

PSP Award conditions

 

The performance measures and targets conditions applicable to the award are
consistent with the 2023 PSP grant made to Ann-marie Murphy and Luke Tait as
set out in the Company's announcement dated 30 March 2023 (RNS: 8313U).
Consistent with the other Executive Directors, the Relative and Absolute Total
Shareholder Return ("TSR") measures will be assessed based on a three year
performance period commencing on the date of grant. The detail of the
performance conditions is set out in the 2022 Annual Report and Accounts on
page 97.

Vesting of the PSP Award is subject to the satisfaction of three performance
conditions in respect of:

 

-     Absolute Total Shareholder Return (Compound annual growth in
adjusted Gym Group share price) (40% weighting);

-     Relative Total Shareholder Return measured against constituents of
the FTSE SmallCap (excluding ITs and REITs) (40% weighting); and

-     Social Value generated during financial year 2025 (20% weighting).

 

A holding period of two years from date of vesting is applicable to the PSP
Award granted to Will.

 

Buy-out Award conditions

The Buy-out Award is made in accordance with the rules of the PSP and the
Company's Directors' Remuneration Policy, which permits the making of buy-out
awards in connection with a recruitment to buy out awards forfeited by an
individual on leaving a previous employer.  This can include making awards of
restricted shares where necessary, provided that the quantum and terms of the
new awards are considered to appropriately reflect the potential value and
vesting terms of the forfeited awards in the previous employer.

 

The Buy-out Award consists of an award over Company shares - 50% of the
Buy-out Award will vest on the first-year anniversary of the date of grant and
the remaining 50% of the Buy-out Award will vest on the second-year
anniversary of the date of grant, subject to the rules of the PSP. There is no
post-vesting holding period applicable to the Buy-out Award.

 

These terms were agreed in the recruitment process to reflect the terms and
the potential value of cash bonus (£180,000) and share awards (£75,000) with
the previous employer which were forfeited by agreeing to join the Company.
The Remuneration Committee resolved to deliver the Buy-out Award fully in
shares subject to an extended vesting period to provide further alignment with
shareholders.

 

The relevant notifications set out below are provided in accordance with the
requirements of Article 19 of the EU Market Abuse Regulation.

 

 1.  Details of PDMR / person closely associated with them ("PCA")
 a)  Name                                     Will Orr

 2.  Reason for the notification
 a)  Position / status                        Chief Executive Officer

 b)  Initial notification / amendment         Initial notification

 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                     The Gym Group plc

 b)  LEI                                      213800VCU9TBANZIN455
 2.  Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument  Ordinary Shares of 0.01p each

                                              ISIN: GB00BZBX0P70

 b)  Nature of the transaction                1.   PSP Award over shares granted pursuant to The Gym Group Performance
                                              Share Plan.

                                              2.   Buy-out Award over shares granted pursuant to The Gym Group Performance
                                              Share Plan.
 c)  Price(s) and volume(s)                   Price(s)  Volume(s)
                                              1 Nil       717,697

                                              2 Nil       246,067

 d)  Aggregated information

     Aggregated volume                        N/A (single transaction)

     Price
 e)  Date of the transaction                  13 September 2023
 f)  Place of the transaction                 Outside a trading venue

d)

Aggregated information

Aggregated volume

Price

 

N/A (single transaction)

e)

Date of the transaction

13 September 2023

f)

Place of the transaction

Outside a trading venue

 

 

For further information, please contact:

 

 The Gym Group plc:                    via Instinctif Partners

 John Treharne, Chair of the Board

 Will Orr, Chief Executive Officer

 Luke Tait, Chief Financial Officer

 Katharine Wynne, Investor Relations

 Instinctif Partners (Financial PR)    +44 (0)20 7457 2020

 Matthew Smallwood

 Justine Warren

 Joe Quinlan

 

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